This model is an adaptation of a model developed for hospital boards
of trustees by Dennis D. Pointer, Ph.D. and Charles M. Ewell, Ph.D.
and published in their book Really
Governing. Boards of
directors play a critical role in determining organizational
performance but the work they do is distinct and different from the
work of the organization they govern. Board and organizational
effectiveness suffer when there is confusion between board work and
management work.

The work of the board is
governance and this model describes the work of governance.

Use of a decision rule can
ensure that the thinking of all board members contributes to
board’s decisions.

A Facilitator's Guide
to Participatory Decision-Making by Sam Kaner
describes some common decision rules.

3. Oversight

Ensures accountability for
fulfilling the Board’s responsibilities.

It consists of measuring
and evaluating performance and taking corrective action when
needed.

This role requires a governance
information system to provide timely feedback.

THE WORK OF THE BOARD

Combining the board responsibilities and roles
produces a matrix which defines the work of the board. Each cell
represents what the board should do and how it should do it. The
following matrix illustrates the work of the board:

Develop a board information
system to provide the information needed to carry out the
board's oversight role. Appraise board performance.

THE ROLE OF COMMITTEES

Properly structured
and well functioning committees facilitate the work of the board. A
boards standing committees should reflect the board’s
responsibilities. Therefore boards should consider having only five
standing committees with one committee responsible for each of the
boards responsibilities.

Committees have no
decision making power. They perform the staff work of the board and
bring recommendations for action to the board for approval.

Each committee should
fulfill the following roles in the committee’s area of
responsibility.

1. Draft, review, and amend
board policies

Boards can perform their policy formulating role
more effectively if they delegate these tasks to applicable
committees.

2. Analyze issues, develop alternatives, and
recommend board action

Boards can make more effective decisions if they
delegate analysis to committees who have more time to evaluate the
issues.

Boards can make their oversight role more effective
by distributing these tasks among committees.

THE
ROLE OF THE PRESIDENT OR CHAIRMAN

1.Manage
the work of the board

The
president or chairman is accountable for planning, organizing
and coordinating the work of the board.

2.Act
as the spokesperson for the board

Only
the president or chairman is authorized to speak for the board.

BOARD PLANNING AND SCHEDULING

Boards must plan and schedule their work to
effectively govern their organizations. Since the work of the board
is governance, boards must identify the work they must do to support
the operations of the corporation. The following process will help
boards develop their annual work plans.

1. Identify the work the board needs to
accomplish ( the board work matrix can be used as a guide for this)

Determine what key decisions the board will make
during the year and when they must be made. This decision
schedule sets the timing for board policy actions.

The
board typically makes the following non recurring
decisions when needed.

Approves
the organizational mission and any changes.

Selects
the chief executive (this is the boards most important
decision).

Approves
by-laws and amendments.

Approves
board policies and changes.

The
board typically makes the following decisions annually.

Approves
the annual operating plan and supporting budgets.

Appraises
performance of the chief executive and determines
annual compensation.

Approves
capital financing and investment options.

Selects
the independent auditor and approves annual audit report.

Elects
board officers.

Selects
new board members.

Approves
board committee appointments.

Approves
board orientation and education activities.

Approves
board work-plan and supporting budget.

Assess whether existing policies provide adequate
guidance for these decisions. If not, determine where are they
deficient and what changes are needed.

Evaluate the effectiveness and usefulness of
existing policies. Determine what changes or additional policies
are needed.

Assess the adequacy of the information used to
oversee board and corporate performance. Identify any new
information requirements.

Determine the actions the board should take to
ensure operations are conducted according to board policies.
These include performance reviews, audits, and inspections.

Determine the board’s educational and development
needs and how these will be fulfilled.

2. Assign work tasks to committees

Committees schedule their work to meet the board
decision timetable.

Committees develop the detailed work plans and
schedules needed to carry out the board’s work.

Committees present their work to the board for
approval.

3. Schedule the work of the board and prepare
meeting agendas

A board work plan and schedule are needed to assure
the board’s work is accomplished.

The board’s work plan and schedule are used to
prepare the board’s and committee meeting agendas.

The board’s work plan and schedule provide a
baseline for the board to measure and evaluate its performance.

Performance feedback is essential for the board
to effectively manage its activities and carry out its
governance function.

THE CHIEF EXECUTIVE

The work of the chief
executive is to manage the corporation. It is distinct and separate
from the work of governance. Typical chief executive
responsibilities and roles are presented here to illustrate this
contrast.

Responsibilities

Responsibilities
define what the chief executive must do. The following are typical
CEO responsibilities but not necessarily the only ones

Achieving the
mission

Organizational development

Setting performance standards

Effective and efficient use of
resources

Providing administrative support
for the board

Roles

Roles define how the
chief executive carries out the responsibilities assigned. The
following are typical CEO roles but not necessarily the only ones.

Planner/ strategist

Administrator/ supervisor

Communicator

The Work of the Chief Executive

Combining the chief
executive’s responsibilities and roles produces a matrix which
defines the work of the chief executive. This matrix or a similar
one can be used as a tool to define the position description and
accountabilities of the chief executive.

Measure and evaluate
performance. Analyze variances and take corrective action when
needed.

Communicate and explain
performance standards to workforce.

Effective and Efficient Use
of Resources

Develop work processes and
controls that will provide efficient operations and prevent
unauthorized use of resources.

Authorize work and supervise operations. Monitor and evaluate financial expenditures.
Analyze variances and take corrective action when necessary.

Communicate financial
performance to appropriate parties.

Administrative Support for
the Board

Assist board organize and
plan its work.

Provide staff assistance to
the board.

Provide the board with the
information it requests to carry out its oversight role.

This
description of the work of the board and the work of the CEO
demonstrates how each entity contributes to the performance of the
corporation. High performance organizations exhibit strong teamwork
between the board and corporate management. Good board governance
empowers effective management action.

APPENDIXJohn Carver on Board
Governance

John
Carver is a recognized authority on board governance and has written
many books and articles on this subject.This is a synopsis of his ideas.

The
board does not exist to help manage the organization but to
represent some larger ownership. It must therefore be clear to a
board exactly who the owners (legal or moral) of the organization
are. The board should primarily identify with the owners, not the
managers or professional staff.

The board has authority to direct the organization only
when acting as a group. No individual trustee has any authority
over the organization. To function effectively, the board must
speak with one voice.

The board functions best by focusing on underlying value
rather than by making discrete, operational decisions.Boards should develop policies based on values, and then
delegate to management the responsibility to perform under the
policies.

The most important board work is centered around the
“why” of the organization; developing policies that define the
organization’s ends or outcomes, not its activities. The
services and activities of the organization must be seen as means
toan end, not as the end themselves.

The board clearly defines the job of the Chief Executive
Officer, as well as the authority delegated to the CEO by the
board.

The board monitors organization performance, and conducts
ongoing evaluation of CEO performance, based on attainment of
stated ends or outcomes and compliance with board policies. Too
often, boards pretend to govern, while their managers pretend to
work for them. To help overcome this, once the board has selected
a CEO to run the organization, it should let him or her run
it—within the scope of the board policies.

The board explicitly states principles and rules for its
own operation. Such rules and principles include: a board job
description, along with a job description for the board and
committee chairs; board committee structure and principles; style
of governance decision-making; and, control of agenda materials
and information flow, among others.

The board focuses on its own job more than on those of
subordinates, using rigorous self-evaluation to stay on the proper
track.

Board
meetings are for creating the future, not for hearing reports
about what hap­pened last month, nor for rubber­stamping
decisions that should be the domain of management.

JOHN CARVER’S PRINCIPLES OF GOVERNANCE

1.Boards
act in trust for those who morally own the organization.

2.The
board speaks with one voice or not at all.

3.Board
decisions should be predominantly policy decisions.

4.Boards
should write policy by determining the broadest values before
progressing to more narrow ones.

5.A
board should define and delegate rather than react and ratify.

6.Ends
determination is the pivotal duty of governance.Ends answer the questions:

What results do we want to achieve?

For whom do we want these results to benefit?

At what cost can these results be achieved?

7.A boards best control over staff means is to limit not
prescribe.

8.A board must explicitly design its own processes and
products.

9.A board must forge a linkage with management that is both
empowering and safe.The
board instructs no staff but the chief executive

10.Performance of the chief executive must be monitored
rigorously but only against criteria set by policy.